2016-29685 Reso RESOLUTION NO. 2016-29685
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING A LOAN IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $19,800,000
FROM TD BANK, N.A., TO REFUND THE OUTSTANDING TAXABLE
SPECIAL OBLIGATION REFUNDING BONDS (PENSION FUNDING
PROJECT), SERIES 2005; AUTHORIZING THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT AND PROMISSORY NOTE TO
EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOAN;
PROVIDING SECURITY FOR THE REPAYMENT OF THE LOAN;
AUTHORIZING THE REFUNDING, DEFEASANCE AND REDEMPTION
OF THE OUTSTANDING PENSION BONDS AND THE EXECUTION
AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT;
APPOINTING AN ESCROW AGENT; AUTHORIZING OTHER ACTIONS
IN CONNECTION WITH THE LOAN AND THE REFUNDING PROGRAM;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") has previously issued its
$53,030,000 original principal amount of City of Miami Beach, Florida Taxable Special
Obligation Refunding Bonds (Pension Funding Project), Series 2005, of which
$19,215,000 principal amount is currently outstanding (the "Outstanding Pension
Bonds"); and
WHEREAS, the City has determined that as a result of the current low interest
•
. environment it is financially_ beneficial to authorize the refunding of the Outstanding
Pension Bonds as more particularly described in this Resolution (the "Refunding
Program"); and
WHEREAS, in connection with the Refunding Program, in response to a request
for proposals from the City, TD Bank, N.A. (the "Bank"), has offered to the City a loan in
an aggregate principal amount not to exceed $19,800,000 (the "Loan"); and
WHEREAS, the City has determined that it is in the best interests of the City to
undertake the Refunding Program through the Loan; and
WHEREAS, to evidence its obligation to repay the Loan, the City will execute and
deliver to the Bank a Loan Agreement (the "Loan Agreement") and a Taxable Note (the
"Note"); and
WHEREAS, to repay the Loan, the City wishes to covenant to budget and
appropriate Non-Ad Valorem Revenues (as defined in the Loan Agreement), in
accordance with and subject to the limitations contained in the Loan Agreement and the
Note.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
010-8272-6578/2/AMERICAS
SECTION 1. DEFINITIONS.
Terms defined in.the preambles shall have the meanings set forth in such
preambles. All capitalized terms used in this resolution (the "Resolution") which are
defined in the Loan Agreement shall have the meanings assigned in the Loan
Agreement, unless the context affirmatively requires otherwise.
SECTION 2. FINDINGS.
The preambles are incorporated as findings. In addition, it is found, determined
and declared that in accordance with Section 218.385, Florida Statutes, as amended,
undertaking the Refunding Program on a negotiated basis through the Loan is in the
best interest of the City (rather than a sale through competitive bidding) because it
offers (i) borrowing at lower rates than those which the City could command in the
market, and (ii) flexibility of financing which could not be obtained in a sale through
competitive bidding.
SECTION 3. LOAN AUTHORIZED.
The Loan in an aggregate principal amount not to exceed $19,800,000 to
undertake the Refunding Program, as described in this Resolution and in the manner
provided in the Loan Agreement, is authorized and approved.
SECTION 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN
AGREEMENT.
The Loan Agreement, in substantially the form attached as Exhibit "A" to this
Resolution, with such changes, alterations and corrections as may be approved by the
Mayor of the City (the "Mayor"), after consultation with the Chief Financial Officer of the
City (the "Chief Financial Officer") and the City Attorney of the City (the "City Attorney"),
such approval to be presumed by the execution by the Mayor of the Loan Agreement, is
approved by the City. The City authorizes and directs the Mayor to execute and the
City Clerk or Deputy City Clerk of the City (the "City Clerk") to attest under the seal of
the City the Loan Agreement and to deliver the same to the Bank.
SECTION 5. ISSUANCE OF NOTE.
The Loan shall be evidenced by the Note. The Note, in substantially the form
attached to the Loan Agreement, with such changes, alterations and corrections as may
be approved by the Mayor, after consultation with the Chief Financial Officer and the
City Attorney, such approval to be presumed by the execution by the Mayor of the Note,
are approved by the City. The City authorizes and directs the Mayor to make and
execute the Note and to issue and deliver the Note to the Bank.
SECTION 6. SECURITY FOR THE LOAN.
The Loan shall be payable solely from Non-Ad Valorem Revenues, in
accordance with and subject to the limitations contained in the Loan Agreement and the
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010-8272-6578/2/AMERICAS
Note. Neither the Loan nor the Note shall be a general obligation of the City, or a
pledge of its faith, credit or taxing power within the meaning of any constitutional or
statutory provisions or limitations, but shall be payable solely as provided in the Loan
Agreement and Note. The City shall not be obligated to exercise its taxing power to pay
the principal of the Loan and the Note, the related interest or other payments or costs.
SECTION 7. REFUNDING AUTHORIZED; ESCROW DEPOSIT AGREEMENT;
ESCROW AGENT; ESCROW DEPOSIT TRUST FUND.
The refunding, defeasance and redemption of the Outstanding Pension Bonds is
hereby authorized and approved. The Outstanding Pension Bonds shall be redeemed
as set for in the Escrow Deposit Agreement (the "Escrow Deposit Agreement") to be
executed and delivered by the City and U.S. Bank National Association, which is hereby
appointed escrow agent thereunder (the "Escrow Agent"). The Escrow Deposit
Agreement, in substantially the form attached as Exhibit "B" to this Resolution, with such
changes, alterations and corrections as may be approved by the Mayor, after
consultation with the Chief Financial Officer and the City Attorney, such approval to be
presumed by the execution by the Mayor of the Escrow Deposit Agreement, is approved
by the City. The City authorizes and directs the Mayor to execute and the City Clerk to
attest under the seal of the City the Escrow Deposit Agreement and to deliver the same
to the Bank.
There is created pursuant to the Escrow Deposit Agreement an Escrow Deposit
Trust Fund (as defined in the Escrow Deposit Agreement) to be held by the Escrow
Agent, for the deposit of the proceeds of the Loan and any other available moneys to be
applied as provided in the Escrow Deposit Agreement.
SECTION 8. GENERAL AUTHORITY.
The City's officials, officers, attorneys, agents and employees are authorized to
do all acts and things and execute and deliver any and all documents necessary by this
Resolution, the Loan Agreement, the Note or the Escrow Deposit Agreement, or
desirable or consistent with the requirements of this Resolution, the Loan Agreement,
the Note or the Escrow Deposit Agreement, in order to obtain the Loan, accomplish the
Refunding Program and provide for the full, punctual and complete performance of all
the terms, covenants and agreements contained in the Loan Agreement, the Note, the
Escrow Deposit Agreement and this Resolution, including the investment of proceeds of
the Loan and any other available moneys as may be provided in the Escrow Deposit
Agreement.
SECTION 9. SEVERABILITY OF INVALID PROVISIONS.
If any one or more of the provisions contained in this Resolution shall be held
contrary to any express provisions of law or contrary to the policy of express law,
though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separable from the remaining covenants, agreements or
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010-8272-6578/2/AMERICAS
provisions and shall in no way affect the validity of any of the other provisions of this
Resolution or of the Loan Agreement, the Note or the Escrow Deposit Agreement.
SECTION 10. REPEALING CLAUSE.
All resolutions or parts of such resolutions of the City in conflict with the
provisions contained in this Resolution are, to the extent of such conflict, superseded
and repealed.
SECTION 11. EFFECTIVE DATE.
This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED this 14 day of becember , 2016.
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Attest: `* INCORP ORATED. * % �/
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City Clerk
APPROVED AS TO
FORM&LANGUAGE
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City Attorney v pe°to
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010-8272-6578/2/AMERICAS
Resolutions - R7 K
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: December 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING A LOAN IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $19,800,000 FROM TD BANK, N.A., TO
REFUND THE OUTSTANDING TAXABLE SPECIAL OBLIGATION REFUNDING
BONDS (PENSION FUNDING PROJECT), SERIES 2005; AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND PROMISSORY
NOTE TO EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOAN;
PROVIDING SECURITY FOR THE REPAYMENT OF THE LOAN; AUTHORIZING
THE REFUNDING, DEFEASANCE AND REDEMPTION OF THE OUTSTANDING
PENSION BONDS AND THE EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT; APPOINTING AN ESCROW AGENT; AUTHORIZING
OTHER ACTIONS IN CONNECTION WITH THE LOAN AND THE REFUNDING
PROGRAM;AND PROVIDING FOR AN EFFECTIVE DATE.
RECOMMENDATION
Adopt the Resolution.
ANALYSIS
Currently, the City has $19,215,000 outstanding on the $53 million Taxable Special Obligation
Refunding Bonds (Pension Funding Project), Series 2005. The City has determined that as a result
of the current low interest environment it is financially beneficial to authorize the refunding of the
outstanding Pension Bonds. The City's proposed refunding is the result of the Administration's
continuous review of opportunities to refund outstanding bonds to ensure the City is paying the
lowest possible rate within statutory and tax requirements.
In response to a request for proposals from the City, TD Bank, N.A. (the "Bank"), has offered to the
City a loan in an aggregate principal amount not to exceed $19,800,000 (the "Loan"). The City has
determined that it is in the best interests of the City to undertake the refunding of the outstanding
Pension Bonds through the Loan.
The City's Financial Advisor, RBC Capital Markets, has determined that the City has the capacity to
refinance the Series 2005 Pension Bonds, and that the refunding may provide, as of October 4,
2016, a present value savings of approximately $1,540,000 or approximately 8.02%, which includes
conservative estimated costs of issuance of $100,000. The refunding of these bonds does not
Page 916 of 1191
extend the term of the bonds beyond their original maturity date of September 1, 2021.
The Series 2005 Pension Bonds are currently callable at par without any penalty. The short
remaining maturities on the bonds make a taxable bank loan more economical than issuance of
publicly offered taxable bonds.
This Loan will be a fixed rate loan and payable from a covenant to budget and appropriate from the
City's legally available non-ad valorem revenue. The Series 2005 Pension Bonds were also payable
from non-ad valorem revenue. The remaining maturities on the Series 2005 Pension Bonds have an
interest rate of approximately 5.23% compared to 1.69% offered by the selected financial institution.
To evidence its obligation to repay the Loan, the City will execute and deliver to the Bank a Loan
Agreement (the "Loan Agreement") and a Taxable Note (the "Note"). As stated above, to repay the
Loan, the City will covenant to budget and appropriate Non-Ad Valorem Revenues (as defined in the
Loan Agreement), in accordance with and subject to the limitations contained in the Loan Agreement
and the Note.
In addition, it is found, determined and declared that in accordance with Section 218.385, Florida
Statutes, as amended, undertaking the Refunding Program on a negotiated basis through the Loan is
in the best interest of the City (rather than a sale through competitive bidding) because it offers (i)
borrowing at lower rates than those which the City could command in the market, and (ii) flexibility of
financing which could not be obtained in a sale through competitive bidding.
The City's officials, officers, attorneys, agents and employees are authorized to do all acts and things
and execute and deliver any and all documents necessary by this Resolution, the Loan Agreement,
the Note or the Escrow Deposit Agreement, or desirable or consistent with the requirements of this
Resolution, the Loan Agreement, the Note or the Escrow Deposit Agreement, in order to obtain the
Loan, accomplish the Refunding Program and provide for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Loan Agreement, the Note,
the Escrow Deposit Agreement and this Resolution, including the investment of proceeds of the Loan
and any other available moneys as may be provided in the Escrow Deposit Agreement.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami Beach,
Florida, adopt the attached resolution, authorizing a loan in an aggregate principal amount not to
exceed $19,800,000 from TD Bank, N.A, to refund the outstanding Taxable Special Obligation
Refunding Bonds (Pension Funding Project), Series 2005; authorizing the execution and delivery of a
loan agreement and promissory note to evidence the obligation of the City to repay such loan;
providing security for the repayment of the loan; authorizing the refunding, defeasance and
redemption of the outstanding pension bonds and the execution and delivery of an escrow deposit
agreement; appointing an escrow agent; authorizing other actions in connection with the loan and the
refunding program; and providing for an effective date.
KEY INTENDED OUTCOMES SUPPORTED
Ensure Expenditure Trends Are Sustainable Over The Long Term
FINANCIAL INFORMATION
The Loan will be paid from the same sources as the Series 2005 Pension Bonds upon
refinancing.
Page 917 of 1191
Closing costs for this Loan of approximately $100,000 will be paid from the savings from the
refinancing of the Series 2005 Pension Bonds to be paid from the following general ledger
account: 266-4120-000730-00-408-589-00-00-00-
Amount 1 $100,000.00 Account 1 266-4120-000730-00-408-589-00-00-00-
Total $100,000
Legislative Tracking
Finance
ATTACHMENTS:
Description
❑ Resolution, Loan Agreement& Escrow Deposit Agreement
Page 918 of 1191
EXHIBIT "A"
LOAN AGREEMENT .
(including Note)
A-1
010.8272-6578/2/AMERICAS Page 923 of 1191
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement") is made and entered into as of December
_, 2016 (the "Closing Date"), and is by and between the City of Miami Beach, Florida, a
municipal corporation in the State of Florida, and its successors and assigns (the "Borrower"),
and TD Bank, N.A., and its successors and assigns, as holder(s) of the hereinafter defined Note
(the "Bank").
The parties hereto, intending to be legally bound hereby and in consideration of the
mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01. Definitions. The words and terms used in this Agreement shall have the
meanings as set forth in the recitals above and the following words and terms as used in this
Agreemenfshall have the following meanings:
"-A�vance"-has the meaning given such term in the Lines of Credit Agreement.
"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Authorized Individual"means any one of the individuals identified on Attachment B.
"Bond Counsel" means Squire Patton Boggs (US) LLP or such other attorney-at-law or
firm of such attorneys having expertise in the legal aspects of the issuance of indebtedness by
states and political subdivisions thereof and acceptable to the Bank.
"Budgeted Revenues" means the Non-Ad Valorem Revenues budgeted and appropriated
pursuant to Section 3.06 hereof.
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Bank is lawfully closed.
"Default Rate"has the meaning given to such term in the Note.
"Essential Government Services" means the provision of public safety and general
governmental services by the Borrower, the expenditures for which are set forth as the line items
entitled "General Government Expenditures" and "Public Safety Expenditures" as reflected in
the City of Miami Beach Statement of Revenues, Expenditures and Changes in Fund Balances -
Governmental Funds and as reported in the City's latest Comprehensive Annual Financial
Report.
"Event of Default"means an Event of Default specified in Article VI of this Agreement.
010-8272-6424/2/AMERICAS Page 924 of 1191
"Governmental Authority" means the government of the United States of America or any
political subdivision thereof or any governmental or quasi-governmental entity, including any
court, department, commission, board, bureau, agency, administration, central bank, service,
district or other instrumentality of any governmental entity or other entity exercising executive,
legislative,judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of
or pertaining to government, or any arbitrator, mediator or other person with authority to bind a
party at law.
"Lines of Credit Agreement"means the Amended and Restated Loan Agreement dated as
of July 29, 2016, by and between the City and Wells Fargo Bank, National Association, or any
subsequent line(s) of credit agreements entered into by the City.
"Loan" means the loan by the Bank to the Borrower contemplated hereby.
"Loan Amount"means $ principal amount.
"Maturity Date"means September 1,.2021.
"Non-Ad Valorem Revenues" means in any fiscal year of the Borrower, all revenues
received by the Borrower in such fiscal year that are not derived from ad valorem taxation.
"Note"means the Taxable Note in the form attached hereto as Attachment A.
"Notice Address"means,
As to the Borrower: As set forth on Attachment B
As to the Bank: As set forth on Attachment B
or to such other address as either party may have specified in writing to the other using the
procedures specified in Section 7.06.
"Principal Office" means, with respect to the Bank, the Notice Address, or such other
office as the Bank may designate to the Borrower in writing.
"Refunded Bonds" means the $19,215,000 outstanding principal amount of City of
Miami Beach, Florida Taxable Special Obligation Refunding Bonds (Pension Funding Project),
Series 2005.
"Refunding Requirements" means the amount necessary to defease and redeem the
Refunded Bonds and pay closing costs of the Loan.
"Resolution" means Resolution No. 2016- adopted by the Mayor and City
Commission of the Borrower.on December_, 2016.
"State"means the State of Florida.
Section 1.02. Titles and Headings. The titles and headings of the articles and sections of
this Agreement have been inserted for convenience of reference only and are not to be
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considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
• ARTICLE II
REPRESENTATIONS OF BORROWER
The Borrower represents and warrants to the Bank that:
Section 2.01. Powers of Borrower. The Borrower is a municipal corporation in the State,
duly organized and validly existing under the laws of the State. The Borrower has the power to
borrow the amount provided for in this Agreement, to execute and deliver the Note and this
Agreement, to secure the Note in the manner contemplated hereby and to perform and observe
all the terms and conditions of the Note and this Agreement on its part to be performed and
observed. The Borrower may lawfully borrow funds hereunder in order to pay the Refunding
Requirements.
Section 2.02. Authorization of Loan. The Borrower had, has, or will have, as the case
may be, at all relevant times, full legal right, power, and authority to execute this Agreement, to
make the Note, and to carry out and consummate all other transactions contemplated hereby,
and the Borrower has complied and will comply with all provisions of applicable law in all •
material matters relating to such transactions. The Borrower has duly authorized the borrowing
of the amount provided for in this Agreement, the execution and delivery of this Agreement,
and the making and delivery of the Note to the Bank and to that end the Borrower warrants that
it will take all action and will do all things which it is authorized by law to take and to do in
order to fulfill all covenants on its part to be performed and to provide for and to assure
payment of the Note. The Note has been duly authorized, executed, issued and delivered to the
Bank and constitutes the legal, valid and binding obligation of the Borrower enforceable in
accordance with its terms and the terms hereof, and is entitled to the benefits and security of this
Agreement. All approvals, consents, and orders of and filings with any governmental authority
or agency which would constitute a condition precedent to the issuance of the Note or the
execution and delivery of or the performance by the Borrower of its obligations under this
Agreement and the Note have been obtained or made and any consents, approvals, and orders to
be received or filings so made are in full force and effect.
Section 2.03. No Violation of Law or Contract. The Borrower is not in default in any
material respect under any agreement or other instrument to which it is a party or by which it
may be bound, the breach of which could result in a material and adverse impact on the
financial condition of the Borrower or the ability of the Borrower to perform its obligations
hereunder and under the Note. The making and performing by the Borrower of this Agreement
and the Note will not violate any applicable provision of law, and will not result in a material
breach of any of the terms of any agreement or instrument to which the Borrower is a party or
by which the Borrower is bound, the breach of which could result in a material and adverse
impact on the financial condition of the Borrower or the ability of the Borrower to perform its
obligations hereunder and under the Note.
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Page 926 of 1191
010-8272-6424/2/AMERICAS
Section 2.04. Pending or Threatened Litigation. There are no actions or proceedings
pending against the Borrower or affecting the Borrower or, to the knowledge of the Borrower,
threatened, which, either in any case or in the aggregate, might result in any material adverse
change in the financial condition of the Borrower, or which questions the validity of this
Agreement or the Note or of any action taken or to be taken in connection with the transactions
contemplated hereby or thereby.
Section 2.05. Financial Information. The financial information regarding the Borrower
furnished to the Bank by the Borrower in connection with the Loan is accurate, and there has
been no material and adverse change in the financial condition of the Borrower from that
presented in such information.
ARTICLE III
COVENANTS OF THE BORROWER
Section 3.01. Affirmative Covenants. For so long as any of the principal amount of or _
interest on the Note is outstanding or any duty or obligation of the Borrower hereunder or under
the Note remains unsaid or un s erformed the Borrower covenants to the Bank as follows:
(a) Payment. The Borrower shall pay the principal of and the interest on the Note at
the time and place, and in the manner and from the sources provided herein and in the Note.
b
( ) Use of Proceeds. Proceeds from the Note will be used only to pay the Refunding
Requirements.
(c) Notice of Defaults. The Borrower shall within ten (10) days after it acquires
knowledge thereof, notify the Bank in writing at its Notice Address upon the happening,
occurrence, or existence of any Event of Default, and any event or condition which with the
passage of time or giving of notice, or both, would constitute an Event of Default, and shall
provide the Bank with such written notice, a detailed statement by a responsible officer of the
Borrower of all relevant facts and the action being taken or proposed to be taken by the Borrower
with respect thereto.
(d) Maintenance of Existence. The Borrower will take all legal action necessary to
maintain its existence until all amounts due and owing from the Borrower to the Bank under this
Agreement and the Note have been paid in full.
(e) Records. The Borrower agrees that any and all records of the Borrower with
respect to the Loan shall be open to inspection by the Bank or its representatives at all reasonable
times at the offices the Borrower:
(f) Notice of Liabilities. The Borrower shall promptly inform the Bank in writing of
any actual or potential contingent liabilities or pending or threatened litigation of any amount
that could reasonably be expected to have a material and adverse effect upon the financial
condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder
and under the Note.
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(g) Insurance. The Borrower shall maintain such liability, casualty and other
insurance as is reasonable and prudent for similarly situated governmental entities of the State of
Florida.
(h) Compliance with Laws. The Borrower shall comply with all applicable federal,
state and local laws and regulatory requirements, the violation of which could reasonably be
expected to have a material and adverse effect upon the financial condition of the Borrower or
upon the ability of the Borrower to perform its obligation hereunder and under the Note.
(i) Payment of Document Taxes. In the event the Note or this Agreement should be
subject to the excise tax on documents or the intangible personal property tax of the State, the
Borrower shall pay such taxes or reimburse the Bank for any such taxes paid by it.
(j) Financial Information. The Borrower will cause an audit to be completed of its
books and accounts and shall furnish to the Bank audited year-end financial statements of the
Borrower together with a report by an independent certified public accountant acceptable to the
Bank stating without qualification unacceptable to the Bank that the audit was conducted in
accordance with generally accepted auditing standards and stating that such financial statements
present fairly in all material respects the financial position of the Borrower and the results of its
operations and cash flows for the periods covered by the audit report, all in conformity with
generally accepted accounting principles applied on a consistent basis. The Borrower shall adopt
an annual budget as required by law. The Borrower shall make publicly available (i) a copy of
its annual operating budget for each fiscal year ending after September 30, 2017 within 60 days
after its adoption, and (ii) its audited financial statements described above and its comprehensive
annual financial report (if one is prepared by the Borrower) for each fiscal year ending on and
after September 30, 2016 within 210 days after the end thereof.
(k) Immunity. To the fullest extent permitted by law, the Borrower will not assert
any immunity it may have as a public entity under the laws of the State from lawsuits with
respect to the Note and this Agreement; provided, however, that nothing contained herein shall
be deemed a waiver in any respect to the Borrower's immunity with respect to tort liabilities.
• (1) General Obligation Rating. To the-extent the Borrower maintains a credit rating
for its general obligation debt from one or more nationally recognized rating agencies, during
any period that such rating is below "BBB" or its equivalent (i) from all such rating agencies if
the debt is rated by either one or two rating agencies, or(ii) from two or more rating agencies if
the debt is rated by more than two rating agencies, the Borrower agrees that the Note shall bear
interest at the Default Rate.
(m) Auto-Debit. At all times while this Agreement is in effect, loan payments from
the Borrower shall be set up on auto debit, which will automatically transfer payments of
principal of and interest on the Note held by the Bank on each payment date from an account of
the Borrower maintained with a bank selected by the Borrower.
Section 3.02. Additional Debt Payable from Non-Ad Valorem Revenues. For so long as
any of the principal amount of or interest on the Note is outstanding or any duty or obligation of
the Borrower hereunder or under the Note remains unpaid or unperformed, the Borrower
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covenants to the Bank that, without the prior written consent of the Bank, the Borrower shall not
hereafter incur any indebtedness payable from any Non-Ad Valorem Revenues (which includes
any Advances under the Lines of Credit Agreement), other than any Non-Ad Valorem Revenues
accounted for in an enterprise fund under governmental accounting principles ("Enterprise
Revenues"), which could, but for such future indebtedness, be lawfully used to pay principal of
or interest on the Note (any and all such indebtedness payable from Non-Ad Valorem Revenues,
other than Enterprise Revenues, whether now existing or incurred in the future, is referred to as
"Competing Debt"), unless (i) the amount of Non-Ad Valorem Revenues, other than Enterprise
Revenues, if any, received by the Borrower during the fiscal year of the Borrower most recently
concluded prior to the date of the incurrence of such indebtedness for which audited financial
statements are available, minus the excess, if any, of the expenditures by the Borrower for
Essential Government Services for such fiscal year over the amount of ad valorem taxes (other
than any ad valorem taxes levied pursuant to referendum approval by the electorate) received by
the Borrower in such fiscal year, equals or exceeds 200% of the maximum amount of principal
and interest scheduled to be payable on the Note and all Competing Debt(including the proposed
debt) during the then current or any future fiscal year and (ii) an Authorized Individual certifies
in writing to.the Bank.that to the best of his or her knowledge no event has occurred -which •- -
would cause him or her to believe that the amount of Non-Ad Valorem Revenues, other than any
Enter-prise-Revenues, to-be—received-i-n-any-future-f seal-yeas=minus-tl-he-excess;i-f-any, oaf-the
expenditures by the Borrower for Essential Government Services for such fiscal year over the
amount of ad valorem taxes (other than any ad valorem taxes levied pursuant to referendum
approval by the electorate) received by the Borrower in such fiscal year, would be less than
200% of the amount of principal and interest scheduled to be payable on the Note and all
Competing Debt during such fiscal year.
For purposes of calculating the foregoing, (A) if any indebtedness bears a rate of interest
that is not fixed for the entire term of the debt (excluding any provisions that adjust the interest
rate upon a change in tax law or in the tax treatment of interest on the debt or upon a default),
then the interest rate on such indebtedness shall be assumed to be the highest of(i) to the extent
applicable, the average rate of actual interest borne by such indebtedness during the most recent
complete month prior to the date of issuance of such proposed indebtedness, (ii) for tax-exempt
debt, The Bond Buyer Revenue Bond Index last-.,published in the month_preceding_the date ..
issuance of such proposed indebtedness plus one percent, (iii) for taxable debt, the yield on a
U.S. Treasury obligation with a constant maturity closest to but not before the maturity date of
such indebtedness, as reported in Statistical Release H.15 of the Federal Reserve on the last day
of the month preceding the date of issuance of such proposed indebtedness, plus three percent,
provided that if the Borrower shall have entered into an interest rate swap or interest rate cap or
shall have taken any other action which has the effect of fixing or capping the interest rate on
such indebtedness for the entire term thereof, then such fixed or capped rate shall be used as the
applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer
Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or
no longer contains the necessary data, such other comparable source of comparable data as
selected by the Bank shall be utilized in the foregoing calculations; (B) any Advances under the
Lines of Credit Agreement shall be assumed to be payable over ten years on a level debt service
basis; and (C) with respect to all Advances under the Lines of Credit Agreement, the above
requirements may be satisfied by a certification delivered to the Bank at the time of any Advance
6
010-8272-6424/2/AMERICAS Page 929 of 1191
to the extent such certification assumes that the full loan amount under the Lines of Credit
Agreement has been borrowed at the time of such.Advance.
Nothing in this Agreement limits the Borrower's ability to incur indebtedness payable
from Enterprise Revenues.
Section 3.03. Bank Counsel Fees and Expenses. The Borrower hereby agrees to pay the
fee and expenses of counsel to the Bank in connection with the issuance of the Note in the
amount of$5,000.00, said amount to be due and payable upon the execution and delivery of this
Agreement.
Section 3.04. Registration and Exchange of Note; Persons Treated as Banks. The Note is
owned by the Bank. The ownership of the Note may only be transferred, and the Borrower will
transfer the ownership of the Note, upon written request of the Bank specifying the name,
address and taxpayer identification number of the transferee, and the Borrower will keep a record
setting forth the identification of the owner of the Note. The Bank will not transfer the Note
except in compliance with all applicable laws.
Section 3.05. Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become
mutilated, or be destroyed, stolen or lost, the Borrower shall issue and deliver a new Note having
the same terms as the Note, in exchange and in substitution for such mutilated Note, or in lieu of
and in substitution for the Note destroyed, stolen or lost and upon the Bank furnishing the
Borrower proof of ownership thereof and indemnity reasonably satisfactory to the Borrower and
paying such expenses as the Borrower may incur.
Section 3.06. Payment of Principal and Interest; Limited Obligation. The Borrower
promises that it will promptly pay the principal of and interest on the Note at the place, on the
dates and in the manner provided therein, provided that the Borrower may be compelled to pay
the principal of and interest on the Note solely from the Non-Ad Valorem Revenues budgeted
and appropriated for such purpose as provided herein, and nothing in the Note or this Agreement
shall be construed as pledging any other fiends or assets of the Borrower to such payment.
Nothing herein shall, however, prevent the Borrower from using any lawfully available funds to
- _ p a ..its obligations-hereunder-and under the Note The City P edge s and �`ants alien-oh the
Budgeted Revenues to secure the City's payment obligations hereunder and under the Note.
Except with respect to the Budgeted Revenues, the covenant to budget and appropriate does not
create a lien upon or pledge of the Non-Ad Valorem Revenues nor does it preclude the Borrower
from pledging its Non-Ad Valorem Revenues. Such covenant to budget and appropriate Non-Ad
Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of
such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of
debt service on bonds and other instruments). The Borrower is not and shall not be liable for the
payment of the principal of and interest on the Note or for the performance of any pledge,
obligation or agreement for payment undertaken by the Borrower hereunder or under the Note
from any property other than the Budgeted Revenues. The Bank shall not have any right to
resort to legal or equitable action to require or compel the Borrower to make any payment
required by the Note or this Loan Agreement from any source other than the Budgeted Revenues.
7
010-8272-6424/2/AMERICAS Page 930 of 1191
Subject to the provisions of this Section 3.06, the Borrower covenants that, so long as the
Note shall remain unpaid or any other amounts are owed by the Borrower under this Agreement
or the Note, it will budget and appropriate in its annual budget, by amendment, if required, from
the Non-Ad Valorem Revenues, amounts sufficient to pay the principal of and interest on the
Note and other amounts owed under this Agreement as the same shall become due. In the event
that the amount previously budgeted for such purpose is ever insufficient to pay such principal
and interest on the Note and other amounts owed under this Agreement, the Borrower covenants
to take immediate action to amend its budget so as to budget and appropriate an amount from the
Non-Ad Valorem Revenues sufficient to pay such debt service on the Note and such other
amounts. Such covenant to budget and appropriate from Non-Ad Valorem Revenues shall be
cumulative to the extent not paid and shall continue until such Non-Ad Valorem Revenues
sufficient to make all required payments have been budgeted, appropriated and used to pay such
debt service on the Note and such other amounts. The Bank and the Borrower acknowledge the
existence of Section 166.241, Florida Statutes, which prescribes the budgetary process of the
Borrower and which prohibits any expenditure or contractual obligation therefor from being
made or incurred except in pursuance of budgeted appropriations.
Notwithstanding any provisions of this Agreement to the contrary, the Borrower shall not
be-ob l-i gated-to-mai ntain-or-continue-any-o-f-the activities-of the-Bo-r o--wer—which generate-Non
Ad Valorem Revenues. In addition, in any fiscal year of the Borrower, the Borrower may pay or
make provision for payment of the expenses of providing Essential Government Services of the
Borrower due or coming due in such fiscal year from Non-Ad Valorem Revenues prior to being
required to use any Non-Ad valorem Revenues to pay amounts due hereunder and under the
Note.
Any Non-Ad Valorem Revenues which are restricted by contract or prohibited by a
general or special law of the State from being used to pay principal and interest on the Note shall
not be subject to the covenant to budget and appropriate.
The covenant to budget and appropriate Non-Ad Valorem Revenues contained in this
Section 3.06 shall be on a parity with the Borrower's covenant to budget and appropriate Non-
Ad Valorem Revenues with respect to any other indebtedness, with no preference being given to
any particular issuance.
Section 3.07. Officers and Employees of the Borrower Exempt from Personal Liability.
No recourse under or upon any obligation, covenant or agreement of this Loan Agreement or the
Note or for any claim based hereon or thereon or otherwise in respect thereof; shall be had
against any officer (which includes elected and appointed officials), agent or employee, as such,
of the Borrower past, present or future, it being expressly understood (a) that the obligation of
the Borrower under this Agreement and under the Note is solely a corporate one, limited as
provided in the preceding Section 3.06, (b) that no personal liability whatsoever shall attach to,
or is or shall be incurred by, the officers, agents, or employees, as such, of the Borrower, or any
of them, under or by reason of the obligations, covenants or agreements contained in this
Agreement or implied therefrom, and (c) that any and all such personal liability of, and any and
all such rights and claims against, every such officer, agent, or employee, as such, of the
Borrower under or by reason of the obligations, covenants or agreements contained in this
Agreement and under the Note, or implied therefrom, are waived and released as a condition of,
8
010-8272-6424/2/AMERICAS Page 931 of 1191
and as a consideration for, the execution of this Agreement and the issuance of the Note on the
part of the Borrower.
Section 3.08. Business Days. In any case where the due date of interest on or principal
of the Note is not a Business Day, then payment of such principal or interest need not be made
on such date but may be made on the next succeeding Business Day, provided that credit for
payments made shall not be given until the payment is actually received by the Bank.
ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Bank to lend'hereunder are subject to the following conditions
precedent:
Section 4.01. Representations and Warranties. The representations and warranties set
forth in this Agreement and the Note are and shall he true and correct on and as of the date
hereof. -
Section 4.02. No Default. On the date hereof the Borrower shall be in compliance with
all the terms and provisions set forth in this Agreement and the Note on its part to be observed or
performed, and no Event of Default nor any event that, upon notice or lapse of time or both,
would constitute such an Event of Default, shall have occurred and be continuing at such time.
- - Section-4.03. -Supporting Documents. On or prior to the date hereof, the Bank shall have -
received the following supporting documents, all of which shall be satisfactory in form and
substance to the Bank (such satisfaction to be evidenced by the purchase of the Note by the
Bank):
(a) The opinion of the City Attorney of the Borrower regarding the due authorization,
execution, delivery, validity and enforceability of this Agreement and the Note;
(b.) The_opinion_of_B.ond_Counsel_regarding_the_validity_and_enforceability_of_the --.-.-.
Agreement and the Note and the exemption of the Note from certain taxes imposed under the
laws of the State;
(c) The opinion of Bond Counsel regarding the defeasance of the Refunded Bonds;
and
(d) Such additional supporting documents as the Bank may reasonably request.
ARTICLE V
THE LOAN
Section 5.01. The Loan. The Bank hereby agrees to loan to the Borrower the amount of
the Loan Amount to be evidenced by the Note to provide funds to finance the Refunding
Requirements upon the terms and conditions set forth in this Agreement and the Note. The
9
010-8272-6424/2/AMERICAS Page 932 of 1191
proceeds of the Loan shall be applied as provided in a certificate of an Authorized Individual.
The Borrower agrees to repay the principal amount borrowed plus interest thereon, upon the
terms and conditions set forth in this Agreement and the Note.
Section 5.02. Description and Payment Terms of the Note. To evidence the Loan, the
Borrower shall issue and deliver to the Bank the Note in the form attached hereto as Attachment
A.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01. General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The Borrower shall fail to make any payment of(i) the principal of or interest on
the Loan when the same shall become due and payable, or (ii) any other amount payable
hereunder*hen the same shall be due and payable and such failure shall continue for a period of
twenty(20) days; or
(b) The Borrower does not comply with Section 3.01(c), (d), (e), (f) or (j) or Section
3.02; or
(c) The Borrower shall default in the performance of or compliance with any term or l
- - - covenant contained in-this-Agreement-and-the-Notes other-than-a-term-or-covenant-a-default--in the- --
performance of which or noncompliance with which is elsewhere specifically dealt with, which
default or non-compliance shall continue and not be cured within thirty(30) days after(i) written
notice thereof to the Borrower by the Bank, or(ii) the Bank is notified of such noncompliance or
should have been so notified pursuant to the provisions of Section 3.01(c) of this Agreement,
whichever is earlier; provided, however, that such continued breach shall not be an Event of
Default at the end of such thirty (30) day period, so long as (i) such breach is, in the sole
judgment of the Bank, capable of cure; (ii) the Borrower is proceeding diligently to cure such
- — breach and-(iii)-such-breach,—in-any--eventTis-cured-within-one-hundred twenty (10) days-off— --
such written notification by the Bank; or
(d) Any representation or warranty made in writing by or on behalf of the Borrower
in this Agreement or the Note shall prove to have been false or incorrect in any material respect
on the date made or reaffirmed; or
(e) The Borrower admits in writing its inability to pay its debts generally as they
become due or files a petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver or trustee for itself; or
(f) The Borrower is adjudged insolvent by a court of competent jurisdiction, or it is
adjudged a bankrupt on a petition in bankruptcy filed by or against the Borrower, or an order,
judgment or decree is entered by any court of competent jurisdiction appointing, without the
consent of the Borrower, a receiver or trustee of the Borrower or of the whole or any part of its
10
010-8272-6424/2/AMERICAS Page 933 of 1191
property, and if the aforesaid adjudications, orders,judgments or decrees shall not be vacated or
set aside or stayed within ninety(90) days from the date of entry thereof; or
(g) The Borrower shall file a petition or answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the
United States of America or the State; or
(h) The Borrower shall default in the due and punctual payment or performance of
covenants related to any other obligation for the payment of money to the Bank or any other
subsidiary or affiliate of any bank holding company of which the Bank is a subsidiary; or
(i) The Borrower shall default in the due and punctual payment of any Competing
Debt or an event of default exists with respect to any Competing Debt which results in the
acceleration of the time for payment of such debt or entitles the holder of such Competing Debt
to accelerate the time for payment of such debt; or
(j) A debt moratorium, debt restructuring, debt adjustment or comparable restriction
is imposed on the repayment when due and payable of the principal of or interest on any debt of
the Borrower by the Borrower or any Governmental Authority with appropriate jurisdiction; or
(k) Any material provision of this Agreement, the Note or the Resolution shall at any
time for any reason cease to be valid and binding on the Borrower as a result of any legislative or
administrative action by a Governmental Authority with competent jurisdiction or shall be
declared in a final non-appealable judgment by any court with competent jurisdiction to be null
and -void invalid,-or -unenforceable; or-the-validity or-enforceability-thereof-shall-be-publicly
• contested by the Borrower.
Section 6.02. Effect of Event of Default.
Except as otherwise provided in the Note, immediately and without notice, upon the
occurrence of any Event of Default, the Bank may declare all obligations of the Borrower under
this Agreement and the Note to be immediately due and payable without further action of any
kind-and--upon-such-declaration-the Note-and-the-interest-accrued--thereon=shall-become
immediately due and payable. In addition, and regardless whether such declaration is or is not
made, all amounts due and payable hereunder and the Note shall bear interest at the Default Rate
and may also seek enforcement of and exercise all remedies available to it under any applicable
law.
ARTICLE VII
MISCELLANEOUS
Section 7.01. No Waiver; Cumulative Remedies. No failure or delay on the part of the
Bank in exercising any right, power, remedy hereunder or under the Note shall operate as a
waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial
exercise of any such right,power or remedy preclude any other or further exercise thereof, or the
exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and
therein provided are cumulative and not exclusive of any remedies provided by law or in equity.
11
010-8272-8424/2/AMERICAS Page 934 of 1191
Section 7.02. Amendments, Changes or Modifications to the Agreement. This
Agreement and the Note shall not be amended, changed or modified except in writing signed by
the Bank and the Borrower. The Borrower agrees to pay all of the Bank's costs and reasonable
attorneys' fees incurred in modifying and/or amending this Agreement at the Borrower's request
or behest.
Section 7.03. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement, and, in making proof of
this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 7.04. Severability. If any clause, provision or section of this Agreement shall be
held illegal or invalid by any court, the invalidity of such clause, provision or section shall not
affect any other provisions or sections hereof, and this Agreement shall be construed and
enforced to the end that the transactions contemplated hereby be effected and the obligations
contemplated hereby be_enforced, as if such illegal or invalid clause, provision or section had not _
been contained herein.
Section 7.05. Term of Agreement. Except as otherwise specified in this Agreement, this
Agreement and all representations, warranties, covenants and agreements contained herein or
made in writing by the Borrower in connection herewith shall be in full force and effect from the
date hereof and shall continue in effect as long as the Note is outstanding.
Section 7.06.. NDtk-e—All nottees, requests demands–a dither communications which
are required or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered; when transmitted if transmitted by
telecopy, electronic telephone line facsimile transmission or other similar electronic or digital
transmission method (provided customary evidence of receipt is obtained); the day after it is
sent, if sent by overnight common carrier service; and five days after it is sent, if mailed,
certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to the
Notice Address.
Section 7.07. Applicable Law; Venue. This Agreement shall be construed pursuant to
and governed by the substantive laws of the State. The parties waive any objection to venue in
any judicial proceeding brought in connection herewith lying in Miami-Dade County, Florida.
Section 7.08. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The
Borrower shall have no rights to assign any of its rights or obligations hereunder without the
prior written consent of the Bank.
Section 7.09. No Third Party Beneficiaries. It is the intent and agreement of the parties
hereto that this Agreement is solely for the benefit of the parties hereto and no person not a
party hereto shall have any rights or privileges hereunder.
Section 7.10. Attorneys Fees. To the extent legally permissible, the Borrower and the
Bank agree that in any suit, action or proceeding brought in connection with this Agreement or
12
010-8272-6424/2/AMERICAS Page 935 of 1191
•
the Note (including any appeal(s)), the prevailing party shall be entitled to recover costs and
attorneys' fees from the other party.
Section 7.11. Entire Agreement. Except as otherwise expressly provided, this
Agreement and the Note embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings relating to the subject matter
hereof. Attachments A and B hereto are a part hereof.
Section 7.12. Further Assurances. The parties to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further documents, agreements
• or instruments and shall cooperate with one another in all respects for the purpose of out the
transactions contemplated by this Agreement.
Section 7.13. Waiver of Jury Trial. This Section 7.13 concerns the resolution of any
controversies or claims between the Borrower and the Bank, whether arising in contract, tort or
by statute, that arise out of or relate to this Agreement or the Note (collectively a"Claim"). The
parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of
any Claim. This provision is a material inducement for the parties entering into this Agreement.
Section 7.14. Patriot Act.. The Bank hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will
allow the Bank to identify the Borrower in accordance with such Act.
•
13
010-8272-6424/2/AMERICAS Page 936 of 1191
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date of first set forth above.
CITY OF MIAMI BEACH,FLORIDA
By:
Name: Philip Levine
Title: Mayor
Attest
By:
Name: Rafael E. Granado
Title: City Clerk
TD BANK,N.A.
By:
Name: Delle Joseph
Title: Senior Vice President
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
1� Y`
City Attorney iz,..0) Date
14
010-8272-6424/2/AMERICAS Page 937 of 1191
ATTACHMENT A
TAXABLE PROMISSORY NOTE
KNOW ALL MEN BY THESE PRESENTS that the undersigned maker(the "Borrower"), a
municipal corporation created and existing pursuant to the Constitution and the laws of the State of
Florida, for value received; promises to pay from the sources hereinafter provided, to the order of
TD Bank, N.A., or registered assigns (hereinafter, the"Bank"), the principal sum of$
together with interest on the principal balance outstanding at the rate per annum equal to 1.69%
computed based upon a 360-day year of twelve 30-day months.
Principal of and interest on this Note are payable in immediately available funds constituting
lawful money of the United States of America at such place as the Bank may designate to the
Borrower.
The Borrower shall pay the Bank interest hereon in arrears on March 1 and September 1 of
each year, conunencing on March 1, 2017, and principal hereon as set forth in Schedule A attached
hereto.
All payments by the Borrower pursuant to this Note shall apply first to accrued interest and
the balance thereof shall apply to the principal sum due. If any payment due the Bank is more than
15 days overdue, a late charge equal to 6% of the overdue payment shall be due and payable.
The-principal-of-and-interest on-this-Note-may-be-prepaid-atthe-option-of-the-Borrower,-in
whole or in part, at any time, with a prepayment fee equal to the greater of(i) 1.00%of the''principal
balance multiplied by the number of remaining years, or (ii) a "Yield Maintenance Fee" in an
amount computed as follows:
The current cost of funds, specifically the bond equivalent yield for United States Treasury
Securities (bills on a discounted basis shall be converted to a bond equivalent yield)with a maturity
date closest to the Remaining Term (as defined below), shall be subtracted from the Note interest
rateor-Default Rate-(as defined-below)-if-applicable—If-the-result:is-zero-or-a..negative-number, - -there shall be no Yield Maintenance Fee due and payable. If the result is a positive number, then
the resulting percentage shall be multiplied by the scheduled outstanding principal balance for each
remaining monthly period of the Remaining Term. Each resulting amount shall be divided by 360
and multiplied by the number of days in the monthly period. Said amounts shall be reduced to
present values calculated by using the above reference current cost of funds divided by 12. The
resulting sum of present values shall be the Yield Maintenance Fee due the Bank upon prepayment
of the principal of the Note plus any accrued interest due as of the prepayment date.
"Remaining Term" as used herein shall mean the remaining term of the Note.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Bank
may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in
any such default and acceleration, the Borrower shall also be obligated to pay (but only from the
Budgeted Revenues) as part of the indebtedness evidenced by this Note, all costs of collection and
enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding
A-1
Page 938 of 1191
010-827.2-B424/2/AMERICAS
under bankruptcy laws as they now or hereafter exist, including specifically but without limitation,
claims, disputes and proceedings seeking adequate protection or relief from the automatic stay.
Upon the occurrence of an Event of Default or during any period described in Section
3.01(1) of the Loan Agreement, the Note shall bear interest at the Default Rate. For purposes of this
Note, "Default Rate"means the Prime Rate plus 6% but not to exceed the maximum rate permitted
by law.
"Prime Rate" means the rate published from time to time in The Wall Street Journal as the
"U.S. Prime Rate" or, in the event The Wall Street Journal ceases to be published, goes on strike, is
otherwise not published or ceases publication of "Prime Rates," the base, reference or other rate
then designated by the Bank, in its sole discretion, for general commercial loan reference. The
Prime Rate is not necessarily the lowest or best rate of interest offered by the Bank to any borrower
or class of borrowers.
The Borrower to the extent permitted by law hereby waives presentment, demand, protest
and notice of dishonor.
THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT
CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER BUT SHALL BE
PAYABLE SOLELY FROM THE MONEYS AND SOURCES DESIGNATED THEREFOR
PURSUANT TO THE LOAN AGREEMENT. NEITHER THE FAITH AND CREDIT NOR ANY
AD VALOREM TAXING POWER OF THE BORROWER IS PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL
HERETO.
This Note is issued in conjunction with a Loan Agreement, dated of even date herewith
between the Borrower and the Bank (the "Loan Agreement") and is subject to all the terms and
conditions of the Loan Agreement. All terms, conditions and provisions of the Loan Agreement
and Resolution No. 2016- adopted by the Mayor and City Commission of the Borrower
are by this reference thereto incorporated herein as a part of this Note. Terms used herein in
capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the
--- Loan Agreement.
This Note is payable solely from and is secured by a lien upon and pledge of the"Budgeted
Revenues" as described in the Loan Agreement. Notwithstanding any other provision of this Note,
the Borrower is not and shall not be liable for the payment of the principal of and interest on this
Note or otherwise monetarily liable in connection herewith from any property other than the
Budgeted Revenues.
This Note may be exchanged or transferred but only as provided in the Loan Agreement.
It is hereby certified, recited and declared that all acts, conditions and prerequisites required
to exist, happen and be performed precedent to and in the execution, delivery and the issuance of
this Note do exist, have happened and have been performed in due time, form and manner as
required by law, and that the issuance of this Note is in full compliance with and does not exceed or
violate any constitutional or statutory limitation.
A-2
010-8272-6424/2/AMERICAS Page 939 of 1191
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as
of the date hereinafter set forth.
The date of this Taxable Promissory Note is December_, 2016.
CITY OF MIAMI BEACH, FLORIDA
By:
Name: Philip Levine
Title: Mayor
A-3
010-8272-6424/2/AMERICAS Page 940 of 1191
SCHEDULE A
Date Principal
September 1,2017 $
September 1, 2018
September 1, 2019
September 1, 2020
September 1, 2021
is
010-8272-6424/2/AMERICAS Page 941 of 1191
ATTACHMENT B •
1. Authorized Individual(s): Allison R. Williams, Chief Financial Officer
Juan Rodriguez,Treasury and Debt Manager
2. Notice Address of Borrower: City of Miami Beach, Florida
1700 Convention Center Drive
3`d Floor
Miami Beach, Florida 33139
Attention: Chief Financial Officer
3. Notice Address of Bank: TD Bank, N.A.
255 Alhambra Circle
2nd Floor
Coral Gables, Florida 33134
Attention: Delle Joseph, Senior Vice President
B-1
010-8272-6424/2/AMERICAS Page 942 of 1191
EXHIBIT "B"
ESCROW DEPOSIT AGREEMENT
B-1
Page 943 of 1191
010-8272-6578/2/AMERICAS
CITY OF MIAMI BEACH, FLORIDA
and
U7SBAI-K-NATIONAL-A�OCeIA1 PION, 1
AS ESCROW AGENT
ESCROW DEPOSIT AGREEMENT
relating to
TAXABLE SPECIAL OBLIGATION REFUNDING BONDS
(PENSION FUNDING PROJECT), SERIES 2005
DA'Z'ED AS OF DECEMBER
Page 944 of 1191
010-8278.5795/2/AMERICAS
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
of December_, 2016, by and between the CITY OF MIAMI BEACH, FLORIDA (the "City")
and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent(the"Escrow Agent").
WITNESSETH:
WHEREAS, the City has heretofore issued its $53,030,000 aggregate principal amount of
City of Miami Beach, Florida Taxable Special Obligation Refunding Bonds (Pension Funding
Project), Series 2005, dated September 1, 2005, presently outstanding in the principal amount of
$19,215,000 (the "Outstanding Series 2005 Bonds"), pursuant to the provisions of Resolution
No. 2005-25951 adopted by the Mayor and City Commission of the City(the "Commission") on
July 6, 2005 (the"Prior Bond Resolution"); and
WHEREAS, the City desires to refund and defease all of the Outstanding Series 2005
Bonds (the "Refunded Bonds"), as more particularly described in Schedule A attached hereto
and made a part hereof., and
WHEREAS, the City has issued a Taxable Note to TD Bank, N.A., in the aggregate
principal amount of$ (the "Note"), pursuant to the provisions of Resolution No.
2016- adopted by the Commission on December _, 2016, a portion of the proceeds of
which Note is to be deposited with the Escrow Agent to provide, with investment earnings j
thereon;for-the-refunding, defeasance-and-redemption-of-theRefunded-Bonds and
WHEREAS, a portion of the proceeds derived from the sale of the Note will be applied to
the purchase of Government Obligations (as such term is hereinafter defined), which will mature
and produce investment income and earnings at such time and in such amount as will be
sufficient, together with certain moneys remaining uninvested, to pay upon the redemption
thereof,the principal of and interest on the Refunded Bonds as more specifically set forth herein;
and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent;
NOW, THEREFORE, the City and the Escrow Agent, in consideration of the foregoing
and the mutual covenants herein set forth and in order to secure the payment of the principal of
and interest on all of the Refunded Bonds according to their tenor and effect, do hereby agree as
follows:
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ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to wit:
DIVISION I
All right, title and interest in and to $ in moneys deposited directly with
the Escrow Agent and derived from the proceeds of the Note upon issuance and delivery of the
Note and execution of and delivery of this Agreement.
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made a part hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional_security hereunder_hy_the_City,_orb_y_anyone_on-behalf-of-the-City-to-the Escrow - - -
Agent for the benefit of the Refunded Bonds.
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, by the City, or by anyone on its behalf; be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate(as such term is hereinafter
defined), including all additional property which by the terms hereof has or may become subject
to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the holders from time to time of the
Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully
and promptly paid upon the redemption thereof, in accordance with the terms thereof, then this
Agreement shall be and become void and of no further force and effect except as otherwise
provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and
subject to the covenants and conditions hereinafter set forth.
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ARTICLE II
DEFINITIONS
Section 2.01. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings given to such terms in the Prior Bond
Resolution.
"Government Obligations" shall mean Defeasance Obligations (as defined in the Prior
Bond Resolution) which are not subject to redemption prior to maturity.
"Trust Estate," "trust estate" or "pledged property" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
designated "City of Miami Beach, Florida Taxable Special Obligation Refunding Bonds
(Pension Funding Project), Series 2005 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust
Fund"), to be held by the Escrow Agent for the sole benefit of the holders of the Refunded Bonds
and accounted for separate and apart from the other funds of the City and, to the extent required
by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the City herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
available moneys for deposit in the Escrow Deposit Trust Fund in the amount of$
consisting of proceeds of the Note, which, when invested in Government Obligations (other than
$ to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds, upon redemption thereof, as more particularly described in
Schedule C attached hereto and made a part hereof.
Section 3.02. Payment of Refunded Bonds. The Bond proceeds received by the Escrow
Agent will be sufficient to purchase $ par amount of Government Obligations, all
as listed in Schedule B attached hereto and made a part hereof, which will mature in principal
amounts and earn income at such times so that sufficient moneys will be available to pay as the
3
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same are redeemed all principal of and interest on the Refunded Bonds. Notwithstanding the
foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make
said payments of principal and interest, the City shall cause to be deposited into the Escrow
Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow
Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Government Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and earnings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other
property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
SeGtion_3.94. Purchase of C;overnment_Ohligations.
The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Note described in Sections 3.01 and
3.02 hereof. The Escrow Agent shall purchase the Government Obligations solely from the
moneys deposited in the Escrow Deposit Trust Fund as provided in this Agreement. The Escrow
Agent shall-apply the moneys deposited ih t--ie-Escrow Depesit Trust Fluid and the Government
Obligations purchased therewith, together with all income or earnings thereon, in accordance
with the provisions hereof The Escrow Agent shall have no power or duty to invest any moneys
held hereunder or to make substitutions of the Government Obligations held hereunder or to sell,
transfer or otherwise dispose of the Government Obligations held hereunder except as provided
in this Agreement. The Escrow Agent is hereby directed not to invest $ _deposited in the
Escrow Deposit Trust Fund simultaneously with the delivery of this Agreement.
Section 3.05. Substitution of Certain Government Obligations.
(a) If so directed in writing by the City on the date of delivery of this
Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government
Obligations listed in Schedule B, Government Obligations (the "Substituted Securities"), the
principal of and interest on which, together with any Government Obligations listed in Schedule
B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be
sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C
hereof The foregoing notwithstanding, the substitution of Substituted Securities for any of the
Government Obligations listed in Schedule B may be effected only upon compliance with
Section 3.05(b)(1) and (2)below.
(b) If so directed in writing by the City at any time during the term of this
Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request
the redemption of all or a portion of the Government Obligations then held in the Escrow
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Deposit Trust Fund and shall substitute for such Government Obligations other Government
Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived
from the sale, transfer, disposition or redemption of or by the exchange of such Government
Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the Escrow
Agent of:
(1) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution is not inconsistent with the statutes and
regulations applicable to the Refunded Bonds and the Note; and
(2) verification by a firm of independent certified public accountants stating
that the principal of and interest on the substituted Government Obligations, together
with any Government Obligations and any uninvested moneys remaining in the Escrow
Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal of and interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verification report described in Section 3.05(b)(2) hereof delivered in
connection with such substitution), shall be released to the City. Upon any such substitution of
Government Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately
amended to reflect such substitution.
The EgcrowAgent may rely on all specific directions in this Agreement providing for the
investment or reinvestment of the Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent, in its capacity of Bond Registrar with
respect to the Refunded Bonds (the "Refunded Bonds Bond Registrar"), shall, no later than the
payment date for the Refunded Bonds, as specified in Schedule C hereof, pay from such moneys
the principal of and interest on the Refunded Bonds, as specified in Schedule C hereof. The City
hereby irrevocably determines, and instructs the Refunded Bonds Bond Registrar and the Escrow
Agent, to call for redemption prior to maturity, pursuant to their optional redemption provisions,
the Refunded Bonds on , 2017 at a redemption price of 100% of the principal
amount thereof plus accrued interest thereon, in accordance with the Prior Bond Resolution. The
City, the Refunded Bonds Bond Registrar and the Escrow Agent shall perform the
responsibilities, described in the Prior Bond Resolution, in connection with the redemption of
such Refunded Bonds, including the giving of notice of defeasance and redemption as required
therein by the Escrow Agent and Refunded Bonds Bond Registrar in the form attached hereto as
Schedule E. The Refunded Bonds Bond Registrar shall mail a copy of such notice of defeasance
and redemption to Ambac Assurance Corporation and file a copy of such notice of defeasance
and redemption with the Municipal Securities Rulemaking Board.
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and
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reinvest, at the written direction of the City, in Government Obligations any moneys remaining
from time to time in the Escrow Deposit Trust Fund until such time as they are needed. Such
moneys shall be reinvested in such Government Obligations for such periods and at such interest
rates, as the Escrow Agent shall be directed to invest by the City, which periods and interest rates
shall be set forth in an opinion from nationally recognized counsel in the field of law relating to
municipal bonds to the City and to the Escrow Agent, which opinion shall also be to the effect
that such reinvestment of such moneys in such Government Obligations is not inconsistent with
the statutes and regulations applicable to the Refunded Bonds and the Note. Any interest income
resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied
for the payment of the principal of and interest on the Refunded Bonds shall be released to the
City.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the City and, to the extent required by law, of the Escrow Agent and used only for
the purposes and in the manner provided in this Agreement.
Sectior_192.Sransfer of Funds_A.fter All_Ea-ynz.ents Requir_ed_l y_this_Agreem.ent-are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
shall be released to the City; provided, however, that no such transfers (except transfers made in
accordance with Sections 3.05 and 3.07 hereof) shall be made until all of the principal of and -
interest on the Refunded Bonds have been paid.
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its .duties hereunder except for its own negligence,
misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such calculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter relevant to this Agreement, who may or may not be counsel to the City, and be entitled to
receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in
reliance upon the opinion of such counsel have full and complete authorization and protection in
respect of any action taken, suffered or omitted by it in good faith in accordance therewith.
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Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action under this Agreement, such matter
may be deemed to be conclusively established by a certificate signed by an authorized officer of
the City and the Escrow Agent may in good faith conclusively rely upon such certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded.Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The City shall pay to the Escrow Agent.
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses incurred in and about the administration and execution of the trusts hereby created and
the performance of its powers and duties hereunder, all as provided in Schedule D hereto.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
— altered or-amended without the-written-consent-of all such-holders-of the Refunded Bonds,-the -- -
Escrow Agent and the City; provided,however, that the City and the Escrow Agent may, without
the consent of, or notice to, such holders enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Section 5.02. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the City or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
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Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
Section 5.04. Notices to Escrow Agent and City. Any notice, demand, direction, request
or other instrument authorized or required by this Agreement to be given to or filed with the
Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
(a) As to the City-
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Chief Financial Officer
(b) As to the Escrow Agent-
U.S. Bank National Association
225 Water Street �4
Suite 700
Jacksonville, Florida 32202
Attention: Corporate-Trust-Services - --
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made.
Section 5.06. Execution by Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.07. Governing Law. This Agreement shall be governed by the laws of the
State of Florida..
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IN WTTNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers.
CITY OF MIAMI BEACH,FLORIDA
By:
Mayor
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent
By:
Assistant Vice President
U.S. Bank National Association, as Refunded Bonds Bond Registrar, hereby agrees to the
provisions of this Agreement applicable to the Refunded Bonds Bond Registrar.
U.S. BANK NATIONAL
ASSOCIATION, as Refunded Bonds Bond
Registrar
By:
Assistant Vice President
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
City Attorney RAP pate
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•
SCHEDULE A
REFUNDED BONDS
Maturity Date Principal Amount Interest Rate
09/01/2021 $ 19,215,000 5.23%
it
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•
SCHEDULE B
INVESTMENT OF BOND PROCEEDS
Type of Security Maturity Date Principal Amount Interest Rate
1
3
B-1
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SCHEDULE C
SCHEDULE OF PAYMENTS ON
REFUNDED BONDS
Principal
Date Redeemed Interest Total
1
C-1
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SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
(i) In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the City agrees to pay the Escrow Agent a one time fee of $500.00 for all
services to be incurred as Escrow Agent in connection with such services, and agrees to
reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow Agent. The
term "ordinary out-of-pocket expenses" means expenses of holding, investing and
disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not
limited to travel and publication costs,postage and legal fees as incurred.
(ii) The City also agrees to reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection with the Agreement. The term "extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the
Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable
attorneys' fees, (b) expenses relating to any substitution under Section 3.05 or
reinvestment under Section 3.07, and (c) expenses (other than ordinary expenses) not
occasioned by the Escrow Agent's miscond r or negligennc_e.
(iii) The fees and expenses payable by the City under clause (i) or(ii) above shall not be paid
from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available
funds of the City.
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1
SCHEDULE E
NOTICE OF DEFEASANCE AND REDEMPTION
City of Miami Beach, Florida
Taxable Special Obligation Refunding Bonds (Pension Funding Project), Series 2005
Dated: September 1, 2005
Maturity Date Principal Amount Interest Rate CUSIP Numbers*
09/01/2021 $19,215,000 5.23% 593240BL7
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National
Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding
bonds identified above (the "Bonds"), and such monies, except to the extent maintained in cash,
have been invested in direct obligations of the United States of America. U.S. Bank National
Association, as Bond Registrar for the Bonds, and the Escrow Agent have been irrevocably
instructed to call for redemption prior to maturity, pursuant to their optional redemption
provisions;the-Bonds-on , 201-7-(the Redemption,Date")-at-a-redemption priee-of
100% of the principal amount thereof plus accrued interest to the Redemption Date (the
"Redemption Price").
The amount so deposited as aforesaid has been calculated to be adequate to pay the principal
of and interest on the Bonds on the Redemption Date. The Bonds are therefore deemed to have
been paid in accordance with Section 304(G) of Resolution No. 2005-25951 adopted by the City on
July 6, 2005.
NOTICE IS HEREBY FURTHER GIVEN that the Bonds will be called for redemption
on the Redemption Date at the Redemption Price.
Payment of the Redemption Price of the Bonds due on the Redemption Date will be made
on or after the Redemption Date, upon presentation and surrender of the Bonds at the office of
the Bond Registrar for the Bonds located at the following address: U.S. Bank Global Corporate
Trust Services, 111 Filmore Avenue E, St. Paul, Minnesota 55107. Bonds held in book-entry
form need not be presented.
Interest on the Bonds hereby called for redemption will cease to accrue on and after the
Redemption Date.
Important: The provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the
"Act") require owners to submit their Taxpayer Identification Number (either their social
security or employer identification number, as appropriate) with each Bond presented for
payment (whether by purchase or redemption). Failure to comply will subject the payment of the
principal portion to the withholding of twenty-eight percent (28%) of such principal portion. To
No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in
this Notice.
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avoid being subject to such withholding, owners should submit an IRS Form W-9 at the time the
Bonds are presented for payment. Form W-9 is available from your local bank or broker.
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent and Bond Registrar
Dated: December_, 2016
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